SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
Preliminary proxy statement
X Definitive proxy statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE TURNER CORPORATION
(Name of Registrant as Specified in Its Charter)
THE TURNER CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i) (1), or 14a-6(j)(2).
$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
Check box if any part of the fee is offset as
provided by Exchange Act Rule 0-11(a)(2) and identify thed the date of its
filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
THE TURNER CORPORATION
Notice of Annual Meeting of
Stockholders May 10,1996
The Annual Meeting of Stockholders of The Turner
Corporation will be held on Friday, May 10, 1996, at 11:00
A.M. Eastern Daylight Saving Time, in the Auditorium at the
Equitable Center, 787 Seventh Avenue, New York, New York,
for the following purposes:
1. To elect three directors;
2. To transact such other business asmay
properly come before the meeting or any
adjournment.
Stockholders of record at the close of business on March
25, 1996 will be entitled to vote at the meeting.
SARA J. GOZO
Secretary
April 1, 1996
Each stockholder's vote is important. All stockholders
are encouraged to vote, date, sign and return promptly the
enclosed proxy in the accompanying reply envelope,
including
stockholders who plan to attend the Annual Meeting.
THE TURNER CORPORATION
375 Hudson Street
New York, New York 10014
Proxy Statement
ANNUAL MEETING OF STOCKHOLDERS May 10, 1996
This Proxy Statement is being furnished beginning April 1,
1996, in connection with the solicitation of proxies for use at
the 1996 Annual Meeting of Stockholders of The Turner Corporation
to be held at the time and place and for the purposes set forth
in the attached notice.
ELECTION OF DIRECTORS
The Company's directors who are elected by the holders of the
Common Stock (voting together with the holders of the Company's Series
B ESOP Convertible Preferred Stock) are divided into three classes.
They serve three year terms, with the directors in one class being
elected each year. The holder (or holders) of the Company's Series C
8.5% Convertible Preference Stock ("Series C Preferred Stock") have the
right to elect three directors, who are in addition to the directors
elected by the holders of the Common Stock and the Series B ESOP
Convertible Preferred Stock.
At the 1996 Annual Meeting three directors are to be elected.
Election of a director requires a majority of the votes cast. Because
no minimum vote is required, shares which are present at the meeting
but are not voted (whether due to abstentions or otherwise) will not
directly affect the outcome of the election.
The Board of Directors' nominees for the three directorships, the
directors who will continue in office and the directors expected to be
elected by the holders of the Corporation's Series C Preferred Stock
are as follows:
Served as
Director Since Term
or During Will
the Period Expire
Principal Occupation
Name and Age and Other Directorships
Nominees for election as directors to serve until 1999:
Ellis T. Gravette, Jr.,70 (1) President, Ardath Associates, Inc.;
Retired Chairman of the
Board and Chief Executive
Officer, The Bowery
Savings Bank, 1981-86; Director of
MidFirst Bank, SSB
1981 1999
Charles H. Moore,Jr., 66 Director of Athletics, Cornell
University; Chairman and Chief
Executive Officer, Xpander Pak,
Inc.(protective packaging) ;
Executive Vice President,
Illinois Tool Works, Inc., 1991-92
; President andChief Executive
Officer, Ransburg Corporation
(subsidiary of Illinois Tool Works
, Inc.), 1988-92; Director of
Elcotel, Inc.; United States
Olympic Committee
1990 1999
Gordon A. Walker, 68 Chairman and Chief Executive
Officer, Hollinee, Inc.; Former
Chairman, President and Chief
Executive Officer, U.S. Industries
, Inc.; Director of Lincoln National
Corporation
1984 1999
Directors who will continue in office:
Walter G. Ehlers, 63 Retired President, Chief Operating
Officer and Trustee, Teachers
Insurance and Annuity Association
and College Retirement Equities
Fund, 1984-88;Director of
Neuberger & BermanAdvisors
Management Trust; Trustee of China
Medical Board of New York Inc.
1985 1997
Leif Lomo, 66 President, Marley Pump Company;
Retired Chairman and Chief
Executive Officer, A.B.Chance
Company; Director of Mercantile
Bank of Boone County and Young
Broadcasting Inc.
1992 1998
Alfred T. McNeill, 59 Chairman and Chief Executive
Officer, The Turner Corporation
1985 1997
Harold J. Parmelee, 58 President, The Turner Corporation
1988 1998
John O. Whitney, 68 Professor and Executive Director,
The Deming Center for Quality
Management, Columbia Business
School; Director of Atchison
Castings; Church & Dwight Co. Inc.
1988 1997
Frederick W. Zuckerman, 61 General Partner, Zuckerman & 1992 1998
Firstenberg & Co. Inc., Invest-
ment Bankers and Financial
Advisors;Vice President and
Treasurer , IBM Corp. 1993-95,
Senior Vice President and
Treasurer, RJR Nabisco, Inc.,
1991-93;Vice President and
Treasurer,Chrysler Corporation,
1981-90; Director of The Japan
Equity Fund; Meditrust; Anacomp;
The Singapore Fund; NVR
Corporation; Pantone, Inc;Olympic
Financial Ltd.; Caere Corporation.
Served Term
as Will
Director Expire
Principal Occupation Since or
Name and Age and Other Directorships During the Period
Directors expected to be elected by holders of Series C Preferred Stock:
Heinrich Baumann- Steiner, 54 Chairman and Managing Director, Karl
Steiner Holding AG; Vice
Chairman and Managing
Director, Karl Steiner AG
(an affiliate of Karl
Steiner Holding AG)
1992 1997
A. Gary Fieger, 68 President, Fieger International;
Former President and Chief
Executive Officer,
Hammerson Property
Corporation
1992 1997
Peter K. Steiner, 50 Vice Chairman and Managing Director,
Karl Steiner Holding AG;
Chairmanand Managing
Director, Karl Steiner AG
(an affiliate of Karl
Steiner Holding AG)
1992 1997
__________________________________
(1) In keeping with the Company's policy with regard to directors
who are 70 years old or older, although Mr. Gravette is being elected
for a three year term, Mr. Gravette has committed that he will
resign effective at the time of any Annual Meeting of Stockholders
unless the Board of Directors requests that he serve for the year
following that Annual Meeting of Stockholders.
Non-employee members of the Board of Directors are paid
annual fees of $21,000, plus $1,000 and travel expenses for each
meeting attended. Non-employee chairmen of committees of the Board of
Directors receive additional annual fees of $2,100. Employee
members of the Board of Directors do not receive any
directors' fees. During 1995, the Board of Directors held
seven meetings. Each director attended at least 75% of the
meetings of the Board of Directors and of each Committee of which
he was a member, except that Mr. Steiner, who was elected by the
holders of the Corporation's Series C Preferred Stock, attended 57%
of the meetings.
On November 11, 1994, the Board of Directors adopted
the Directors' Retirement Plan (the "Directors Plan"). Under the
Directors Plan, each person who is a non-employee Director will be
entitled to receive, beginning on the later of the person's
seventieth birthday or the time the person ceases to be a Director,
annual benefits equal to the annual fee paid to non-employee
Directors, reduced proportionally to the extent a Director served for
less than five years. If there is a change of control of the
Corporation, all Directors at the time of the change in control
will be presumed to serve for five years and will receive full benefits.
The Committees of the Board of Directors include an
Executive Committee, a Compensation and Stock Option Committee,
an Audit Committee, and a Committee on Directors' Affairs.
The members of the Executive Committee are Messrs.
McNeill (Chairman), Ehlers, Gravette, Moore, Parmelee, Walker and
Whitney. The Executive Committee may exercise the authority of the
Board during the intervals between the meetings of the Board,
except in respect of certain matters specified in the
Corporation's By-Laws. The Executive Committee did not meet during 1995.
The Compensation and Stock Option Committee, which is composed
of Messrs. Walker (Chairman), Gravette, Moore, Whitney and
Zuckerman, approves the salaries of all executive officers of
The Turner Corporation (other than the Chairman and President, whose
salaries are approved by the Board), makes or recommends
awards under the Corporation's Executive Incentive Compensation
Plan and authorizes the grant of stock options under the
Corporation's stock option plans. The Committee also reviews senior
management organizational plans. The Committee met twice in 1995.
The Audit Committee, which is composed of Messrs.
Whitney (Chairman), Ehlers, Fieger, Gravette, Lomo, Moore and
Steiner, recommends the firm of independent public accountants to
act as the Corporation's independent auditors, confers with the
Corporation's independent auditors as to the scope of their proposed
audit, reviews the findings and recommendations of the independent
auditors, reviews with the Corporation's accounting personnel
and the contracted auditors the Corporation's financial controls,
procedures and practices, and reviews the Corporation's compliance with its
operating policy statement. The Committee met four times during 1995.
The Committee on Directors' Affairs, (formerly the Nominating
Committee) which is composed of Messrs. Moore (Chairman), Ehlers,
McNeill, Parmelee and Whitney, selects and recommends nominees for
directorships to the Board. Pursuant to a resolution adopted by the
Board in 1989, the Committee, in nominating members of the Board for
reelection, will consider any material changes which have occurred in
their employment relationships, memberships on other boards and other
circumstances affecting their availability for and participation in
board activities, and any material changes which have occurred in the
Corporation's business or affairs. In addition, pursuant to a
resolution passed in January 1995, which among other things changed
the name of the Committee, the Committee on Directors' Affairs also
establishes goals and objectives for the Board of Directors and
appraisal processes for the CEO, the full Board and individual
Directors. This appraisal is reviewed annually. The Committee met
three times in 1995.
As of March 25, 1996, the Corporation's directors (including
nominees), its five highest paid executive officers (including its
Chief Executive Officer) and its directors and officers as a group,
beneficially owned the following numbers of shares of common stock of
the Corporation:
Name of Amount and Nature
Titleof Beneficial Owner of Beneficial Ownership(1) Percent of Class(6)
Class
Common Stock Heinrich Baumann- Steiner 5,000 (2)
Common Stock Walter G. Ehlers 22,000
Common Stock A. Gary Fieger 5,000
Common Stock Ellis T. Gravette, Jr. 13,500
Common Stock Leif Lomo 6,000
Common Stock Alfred T. McNeill 91,178 1.7%
Common Stock Charles H. Moore, Jr. 6,000
Common Stock Harold J. Parmelee 66,263 1.3%
Common Stock David J. Smith 7,500
Common Stock Peter K. Steiner 1,625,500 (3) 23.8%(7)
Common Stock Gordon A. Walker 6,100
Common Stock John O. Whitney 11,000
Common Stock Frederick W. Zuckerman 6,000
Common Directors and Officers as a Group(4)
(19 persons) 1,926,999(3)(5) 27.3%
_____________
__________________
(1)Includes shares issuable on exercise of currently exercisable stock options
as follows, Alfred T. McNeill, 65,400; Harold J. Parmelee, 49,940;
David J. Smith, 7,300; all non-employee directors, 5,000 each. Does
not include 848,559 shares issuable on conversion of Series B ESOP
shares or shares issuable on exercise of options which were not
currently exercisable.
(2) Does not include 1,000,000 shares of common stock issuable on conversion
of Series C Preferred Stock, 600,000 shares of common stock issuable
on conversion of Series D Preferred Stock, which itself is issuable on
conversion of an 8.5% Debenture, or 20,500 shares of Common Stock,
held by Karl Steiner Holding AG. Heinrich Baumann-Steiner is the
Chairman of Karl Steiner Holding AG and his wife is the beneficial
owner of 50% of the shares of that company.
(3)Includes 1,000,000 shares of common stock issuable on conversion of Series
C Preferred Stock, 600,000 shares of common stock issuable on
conversion of Series D Preferred Stock, which itself is issuable on
conversion of an 8.5% Debenture, and 20,500 shares of Common Stock,
held by Karl Steiner Holding AG. Peter K. Steiner is the Vice
Chairman of Karl Steiner Holding AG and the beneficial owner of 50% of
the shares of that company.
(4) Donald R. Kerstetter, who was an officer of the Corporation until March 1
1996, was 42 days late in filing a Form 4 with the Securities and Exch-
ange Commission regarding a sale of 3,875 shares on October 25, 1995.
(5) Includes 218,348 shares issuable on exercise of currently exercisable
outstanding stock options.
(6) Unless noted, less than 1%.
(7) Assumes that Karl Steiner Holding AG converts all convertible
securities held by it and that no other convertible securities,
including Series B ESOP Convertible Preferred Stock are converted .
If the Series B ESOP Convertible Preferred Stock were also converted,
Mr. Steiner's beneficial ownership would be 21.2% The following persons are
known by the Corporation to have owned beneficially more than 5%
of any of the Corporation's voting securities as of March 25, 1996.
Name and Address of Amount and
Title of Class Beneficial Owner Nature of Percent of
Beneficial Class
Ownership
Common Stock The Turner Corporation 675,000 12.9%
Employees' Retirement Plan
375 Hudson Street
New York, New York10014
Common Stock Dimensional Fund 346,832 6.6%(1)
Advisors Inc.
1299 Ocean Avenue
Santa Monica,
California 90401
Common Stock The Records Co., A 320,500 6.1%(1)
Limited Partnership
c/o Midland Financial Co.
501 West I-44 Road
Oklahoma City, Oklahoma 73118
Series B ESOP The Turner Corporation 848,559 100%(1)
Convertible Employee
Preferred Stock Stock Ownership Plan
375 Hudson Street
New York, New York 10014
Series C Preferred Karl Steiner Holding AG 9,000 100%(2)
Stock Hagenholzstrasse 60 CH-
8050 Zurich Switzerland
.
(1) Information is from forms 13D,F,G
(2) The 9,000 shares of Series C Preferred Stock are convertible into 1,000,000
shares of Common Stock, which, based upon the shares outstanding on
March 25, 1996, would be 16.1% of the outstanding Common Stock after
conversion of all the Series C Preferred Stock. Karl Steiner Holding AG
also owned 20,500 shares of Common Stock and a Debenture which is
convertible into 6,000 shares of Series D Preferred Stock, which, if
issued, would be convertible into 600,000 shares of Common Stock. If all
the shares of Series C Stock and Series D Stock had been converted,
on March 25, 1996, Karl Steiner Holding AG would have owned 23.7% of
the outstanding Common Stock, assuming no conversion of the Series B
ESOP Convertible Preferred Stock and 21.1% of the outstanding Common
Stock if all of the Series B ESOP Convertible Preferred Stock had
been converted. The shares of Series B ESOP Convertible Preferred
Stock vote together with the Common Stock on all matters, including
election of directors, with each share of Series B ESOP Convertible
Preferred Stock entitled to one vote. The Series B ESOP Convertible
Preferred Stock will constitute 14.0% of the shares entitled to vote
in the election of directors. The holders of the Series C Preferred Stock,
voting separately, are entitled to elect three directors
(declining to no directors if the outstanding Series C Preferred Stock is
less than a specified
portion of the outstanding voting stock on a fully diluted basis).
While the holders of the Series C Preferred Stock are entitled to
elect any directors, they cannot vote the Series C Preferred Stock
with regard to directors to be elected by the holders of the Common
Stock. If the holders of the Series C Preferred Stock become no longer
entitled to elect directors as a separate class, they will be entitled to vote
as part of the same class as the Common Stock and the Series B ESOP
Convertible Preferred Stock, and will be entitled to 1,000 votes for each
9 shares of Series C Preferred Stock (a total of 1,000,000 votes for the
entire 9,000 shares). The holdersof the Series C Preferred Stock are at all
times entitled to 1,000 votes for each 9 shares of Series C Preferred Stock
with regard to all matters other than the election of directors. Peter K.
Steiner, who is a director of the Corporation, is the Vice Chairman,
and the beneficial owner of 50% of the shares, of Karl Steiner Holding AG.
Esther Baumann-Steiner, who is the sister of Peter K. Steiner and the wife of
Heinrich Baumann-Steiner, is the beneficial owner of the other 50% of the
shares of Karl Steiner Holding AG. Mr. Baumann-Steiner, who is a director
of the Corporation, is the Chairman of Karl Steiner Holding AG.
Karl Steiner Holding AG acquired the 9,000 shares of Series C
Preferred Stock from the Corporation in July 1992 for $9 million. At
the same time, it acquired 6,000 shares of Series D Preferred Stock
from the Corporation for $6 million. Shortly after that it exercised
a contractual right to exchange the Series D Preferred Stock for an 8
1/2% Debenture of the Corporation in the principal amount of $6
million. In connection with those transactions, Karl Steiner Holding
AG and the Corporation executed an agreement which gives each of them
options under certain circumstances to purchase or sell Preferred
Stock or Common Stock from or to the other of them.
Karl Steiner Holding AG and the Corporation each owns 50% of Turner
Steiner International S.A. ("TSI"), an entity they formed to engage in
construction-related activities in most of the world, other than North
and Central America, Switzerland, Germany, France, Austria and Japan.
During 1995, the Corporation made employees and space available to TSI
(for which the Corporation was paid $150,000 plus reimbursement for
out-of-pocket expenses), the Corporation guaranteed obligations of TSI
with regard to a construction contract, letters of credit and a line
of credit, and the Corporation from time to time made working capital
loans to TSI (at December 31, 1995, the outstanding balance of these
loans, including the balance from prior years and accrued interest,
was $5,509,181). These guarantees and loans were matched by Karl
Steiner Holding AG.
A. Gary Feiger owns 35%, and the Corporation owns 30%, of a
limited liability company which is engaged in building diagnostics.
REMUNERATION OF EXECUTIVE OFFICERS
The following table sets forth the annual compensation, long term
compensation and all other compensation during each of the three years
ended December 31, 1995, for the Corporation's chief executive officer and
for the four additional executive officers who, together with the chief
executive officer, comprised the five highest paid executive officers of
the Corporation for the year ended December 31, 1995.
note!! footnotes in this table are the last row ofthe table!!
SUMMARY COMPENSATION TABLE
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Annual Comp. Long-Term Comp. All Other
Name and Year Salary Bonus Other Restricted Securities LTIP Comp
Principal $(2) ($) Annual Stock Underlying Payouts ($)(4)
Position Comp. Awards Options ($)
($) ($)(3) (#) Sars(1)
Alfred T.McNeill
Chairman and Chief Executive Officer
1995 $437,700 0 NONE $1,832 3,000 NONE 86,462(5)
1994 410,000 75,000 1,481 3,000 55,806
1993 400,000 0 1,908 18,000 54,497
Harold J. Parmelee
President
1995 343,950 0 NONE 1,832 3,000 NONE 65,718(5)
1994 322,500 50,000 1,481 3,000 44,377
1993 315,000 0 1,908 13,000 44,872
Donald R Kerstetter (6)
Senior Vice President
1995 249,150 0 NONE 1,832 0 NONE 46,620(5)
1994 235,000 10,000 1,481 2,000 32,947
1993 231,000 0 1,908 5,000 32,313
Joseph V. Vumbacco(7)
Executive Vice President and General Counsel
1995 260,425 0 NONE 1,813 2,000 NONE 25,462(5)
1994 228,500 40,000 1,469 1,800 19,562
1993 220,000 0 1,908 4,800 15,314
David J. Smith(8)
Senior Vice President and Chief Financial Officer
1995 205,825 0 NONE 722 1,500 NONE 26,435(5)
1994 190,000 25,000 747 1,800 0
________________
(1) The Corporation has not granted any stock appreciation rights.
(2) Until 1995, the annual salaries of all staff employees, other than
officers, included a holiday supplement equal to 1/2 month's pay.
Effective in 1995, officers also received this automatic addition
to their annual pay.
(3) Restricted Stock Awards consist of allocations under the Employee Stock
Ownership Plan ("ESOP"). The aggregate number allocated, as of
December 31, 1995, to Messrs. McNeill, Parmelee, Kerstetter, Vumbacco and
Smith was 655, 655, 655, 648 and 83 shares respectively, valued at
$12,112, $12,112, $12,112, $11,983 and $1,536 respectively. Dividends
are used to pay the ESOP loan.
(4) Consists of matching contributions by the Corporation to its 401(k) plan,
contributions to the Corporation's defined benefit plan / the Employees'
Cash Balance Retirement Plan and supplemental payments to
retirement accounts.
(5) Estimated
(6) Mr. Kerstetter became an officer of the Corporation in 1993. Prior
to that, he was an executive officer of Turner Construction Company,
the Corporation's principal subsidiary. Mr.Kerstetter retired
effective March 1,1996.
(7) Mr. Vumbacco resigned his position with the Corporation effective
January 14, 1996.
(8) Mr. Smith joined the Corporation effective January 1, 1994.
</TABLE>
The following table sets forth certain information with regard to
options granted during the fiscal year ended December 31, 1995 and
potential realizable values. No stock appreciation rights (SARs) were
granted during that year.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<S> <C> <C> <C> <C> <C> <C>
Individual Grant
Number of Percent of Exercise Potential Realizable
Securities Total or Base Expiration Value at Assumed
Name Underlying Options/ Annual Rates of Stock
Options/Sars Sars Price Date Price Appreciation
Granted Granted to EmP. ($/Sh) For Option Term
(#) In Fiscal Year 5% 10%
Alfred T. 3,000 5.06% $7.875 1/09/05 $38,482 $61,278
McNeill
Harold J. 3,000 5.06% $7.875 1/09/05 38,482 61,278
Parmelee
Donald R. 0 0 0 0 0 0
Kerstetter
Joseph V. 2,000 3.37% $7.875 1/09/05 25,655 40,852
Vumbacco
David J. Smith
1,500 2.53% $7.875 1/09/05 19,241 30,639
The following table sets forth certain information with regard to
exercises of options during 1995 and options held at December 31, 1995.
note!! footnotes for this table are the last row of the table!!
</TABLE>
AGGREGATED OPTION/SAR EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION/SAR VALUES
Number of Securities
Underlying Value of
Unexercised Unexercised
Options/SARs in-the-Money
at Options/SARs
Fiscal Year- at Fiscal Year
End(1) End (2) ($)
(#)
Shares
Acquired Value Exercisable(E) Exercisable(E)/
Name on Realized Unexercisable(U)
Exercise ($) Unexercisable(U)
(#)
Alfred T. McNeill
___ ___ 59,555 (E) $6,847 (E)
5,845 (U) 3,278 (U)
Harold J. ___ ___ 49,940 (E) $8,250 (E)
Parmelee 0 (U) 0 (U)
Donald R 9,000 17,500 15,900 (E) $3,125 (E)
Kerstetter 0 (U) 0 (U)
Joseph V. ___ ___ 22,710 (E) $3,925 (E)
Vumbacco 0 (U) 0 (U)
David J. Smith ___ ___ 7,300 (E) $3,875 (E)
0 (U) 0 (U)
_
(1) The Corporation has not granted any SARs
(2) Includes only those options whose exercise prices are lower
than the closing price of $8.375 on December 31,1995.
The Corporation or its subsidiaries have entered into change of control
agreements with a number of their executive officers, including the executive
officers named above. These agreements expire on June 30, 1996. They provide
that in the event of "termination" (as defined) of an executive's
employment after a "change of control" (as defined) of the
Corporation, the executive will be entitled to receive a lump sum
payment equal to 2.99 years' (in the case of three senior executives
including Mr. McNeill) or one year's (in the case of other executives)
compensation, including average bonus, as well as continued
eligibility for certain employee welfare benefits.
Retirement Plans
Until March 31, 1991, the Corporation had an Employees'
Retirement Plan (the "Retirement Plan"), a Supplemental Executive
Defined Benefit Retirement Plan, and a Defined Benefit Retirement
Equalization Plan under which an employee would receive retirement
benefits under a formula based upon years of service, salary during
the years preceding retirement and the Social Security wage base.
Effective March 31, 1991, the Corporation curtailed these Retirement
Plans, so that no years of service or salary past that date would be
considered in determining retirement benefits. This froze the benefits
employees who continued working for the Corporation past March 31,
1991 will receive under these Retirement Plans. The annual benefits
Messrs. McNeill, Parmelee, Kerstetter, Vumbacco, and Smith will
receive under the Retirement Plan, the Supplemental Executive Defined
Benefit Retirement Plan and the Defined Benefit Retirement
Equalization Plan, assuming retirements at age 65, will be $161,030,
$131,730, $122,477, $22,276 and (none) respectively. Mr. Smith was
employed after March 31, 1991.
Effective April 1, 1991, the Corporation instituted a new defined
contribution plan, the Employee's Retirement Income Plan, (the "Income
Plan") to replace the Retirement Plan. Effective December 31, 1993,
the Corporation froze the benefits under the Income Plan. There will
be no further contributions to the frozen Income Plan. The lump sum
benefits (as of January 31, 1995), that Messrs. McNeill, Parmelee,
Kerstetter, Vumbacco and Smith had accrued under the Income Plan were
$51,991, $51,986, $55,967, $34,540 and (none) respectively. Mr. Smith
was not eligible for the Income Plan. The Income Plan benefits were
transferred to the Tax Deferred Savings Plan, 401(k), as of February
1, 1995.
The Income Plan lump sum benefits (shown above) do not include
the non-qualified Supplemental Plan benefits associated with the
Income Plan which are to date for Messrs. McNeill, Parmelee and
Kerstetter $102,073, $60,012 and $31,321 respectively.
Effective January 1, 1994, the Corporation introduced the
Employees' Cash Balance Retirement Plan, (the "Cash balance Plan"), a
defined benefit plan, to replace the Income Plan. Amounts contributed
to the Cash Balance Plan during 1995 for the Chief Executive Officer
and the other four executive officers who comprise the five highest paid
executive officers of the Corporation, are included in the column
captioned "All Other Compensation" in the Summary Compensation Table.
COMPENSATION COMMITTEE REPORT
To the Shareholders of The Turner Corporation
The purpose of this report is to describe the compensation
policies applied by the Compensation Committee of the Board of
Directors of The Turner Corporation with regard to the Corporation's
executive officers and the basis for the compensation of Alfred T.
McNeill, the Chief Executive Officer of the Corporation, for the year
ended December 31, 1995.
In 1989, the Compensation Committee and the management of the
Corporation undertook a review of the Corporation's policies for
compensating its senior executives. With the approval of the
Compensation Committee, the Corporation hired Towers Perrin to assist
in this review. Representatives of Towers Perrin worked with the
management to develop possible compensation programs, and then met
privately with the Compensation Committee to discuss them.
As a result of the review, the Compensation Committee
recommended, and the Board of Directors adopted, a four pronged
compensation program, designed to reward senior executives for both
long term and short term achievements on behalf of the Corporation and
its stockholders. The principal elements of this program (as
subsequently updated) are:
- Base Salary the fundamental compensation to a senior
executive for fulfilling his or her job responsibilities.
- Executive Incentive Compensation Plan a reward for
achieving or exceeding corporate and individual goals
established with regard to each senior executive at the
beginning of each year.
- Stock Options stock options enable key employees to
profit from increases in the price of the Corporation's
stock. The Corporation has had stock option plans since its
shares first were sold to the public in 1969. However, in
connection with the 1989 review, it was decided that stock
options would be awarded uniformly to all officers of the
Corporation and its subsidiaries holding similar positions.
- Stockholder Gain Award Plan if during the 20
trading days before and after June 11, 1996, the price of
the Common Stock averages at least $20 per share, a group of senior
executive officers to be designated by the Compensation Committee at
that time will receive incentive compensation totaling 1.5% of the amount
by which the total value of the outstanding Common Stock, based upon that
average price, exceeds what it would have been at $12 per share. However, the
toal amount of the incentive compensation may not exceed $3 million.
Based upon the advice received from Towers Perrin, the
Compensation Committee concluded that the four pronged program
described above would enable the Corporation to retain capable senior
executives while providing rewards for contributing toward enhancement
of the Corporation's financial results and for increases in the price
of its stock. Because the Corporation devotes substantial time and
money to training key employees in matters relating to the
construction industry, the Corporation's employees are constantly
being sought by competing construction firms. Therefore, it is
important that the Corporation's key employees be compensated at a
level which will induce them to remain with the Corporation rather
than accepting positions with competitors. Nonetheless, after having
reviewed the recommendations of Towers Perrin, the Compensation
Committee concluded that the compensation levels and incentives were
not excessive (and indeed were somewhat modest) in view of the size
and complexity of the Corporation's businesses.
Each year the Compensation Committee reviews recommendations from
management as to base salaries of senior executives (other than the
Chief Executive Officer and the President), total awards to senior
executives under the Employee Incentive Compensation Plan and numbers
of stock options to be awarded to executives in particular positions.
It then makes recommendations to the entire Board as to the following
year's salaries of the Chief Executive Officer and of the President,
the total amount (as a percentage of the Corporation's earnings) to be
awarded under the Executive Incentive Compensation Plan and the
portions of that total amount to be allocated to the Chief Executive
Officer and the President. In addition, it determines, without action
of the Board, the following year's salaries of senior executives other
than the Chief Executive Officer and the President, and the portion of
the total amount awarded under the Executive Incentive Compensation
Plan (the "EIC Plan") to be allocated to each of those senior
executives.
In March 1995, the Compensation Committee discussed whether the
Company should continue its policy of reviewing all executive salaries
annually, instead of giving salary increases any time they are
merited. Ultimately, it decided the practice of annual salary reviews
should continue. It then approved management's recommendations as to
all senior executives other than the Chief Executive Officer and the
President.
With regard to compensation of the Chief Executive Officer and
the President, the Compensation Committee took into consideration
views which had been expressed by the Chief Executive Officer that (1)
because a number of executives had not been given base salary
increases in view of the failure of the Company to meet its 1994
earning targets, it would not be appropriate for the Chief Executive
Officer and the President to receive increases in base salary, and (2)
the Chief Executive Officer and the President must take some
responsibility for failure to detect and correct problems which led to
losses in the Company's Carribean region. In view of these factors,
and the Company's failure to meet its 1994 earning targets, the Compensation
Committee decided to leave the 1995 base salaries of the Chief Executive
Officer and the President at the same levels as in 1994.
In March 1995, the Compensation Committee also considered, and
approved, a management proposal to (a) pay officers of the Company and
of subsidiaries the same holiday supplement of approximately one-half
month's salary that is paid to staff employees and (b) change the EIC
Plan so (i) the total fund available with regard to a year for
distribution under the EIC Plan will be a percentage of pre-tax
earnings in that year above $8,250,000, and (ii) distributions to
operating level executives will be based upon controllable margins
(essentially, operating profits) of their business unit.
In March 1996, applying these criteria to 1995, the Compensation
Committee accepted management's recommendation that there be no
awards under the EIC Plan for 1995.
GORDON A. WALKER
CHARLES H. MOORE, JR. ELLIS T. GRAVETTE, JR.
JOHN O. WHITNEY FREDERICK W ZUCKERMAN
.
The Turner Corporation
Comparison of Five-Year Cumulative Return
Turner vs. AMEX and Construction and Real Estate Peer Group
Turner AMEX Const. Real Estate
1990 100 100 100 100
1991 59 128 106 69
1992 69 130 105 69
1993 75 155 104 104
1994 78 141 111 96
1995 80 178 124 120
Companies in Peer Groups weighted by market capitalization: indexed to
100 at December 31, 1990. Dividends reinvested over period.
The Turner Corporation has two business segments: Construction and
Real Estate. The Construction Peer Group is made up of companies with
market capitalizations of not more than $500 million who are engaged
primarily in providing construction/engineering services for business
sectors other than home building and infrastructure: Guy F. Atkinson
of California, Michael Baker Corp., Perini Corp., and Stone & Webster
Inc. The Real Estate Peer Group is made up of all U.S. companies
listed in the Standard & Poors database (2/94) which have been public
for five years or more, have market capitalizations of not more than
$150 million, and whose principal business activity involves
nonresidential real estate development. The Real Estate Peer Group is
comprised of: Reading Co. Class A, Koger Equity and Mission West
Properties. These are the same companies which made up the Real Estate
Peer Group described in the proxy statement used in connection with
the 1995 Annual Meeting. The Construction Peer Group has dropped CRSS
Inc., which no longer meets the group criteria.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP was appointed by the Board of Directors, with
the recommendation of the Audit Committee, as independent public
accountants to audit the accounts of the Corporation and its
subsidiaries for 1995. A representative of Arthur Andersen LLP. is
expected to be present at the annual meeting and will have an
opportunity to make a statement if he or she desires to do so. That
person will be available to answer appropriate questions.
Arthur Andersen LLP rendered the following services to the
Corporation in 1995: reading of unaudited quarterly financial
information, assistance and consultation in connection with filings
with the Securities and Exchange Commission and with various other
governmental and regulatory agencies, consultation in connection with
various tax and audit-related accounting matters and management
consultation relating to the Corporation's Total Quality Management
Program.
GENERAL
The enclosed proxy is solicited by the Board of Directors of The
Turner Corporation to be voted at the 1996 Annual Meeting of
Stockholders. All shares represented by proxies delivered prior to the
meeting will be voted in the manner specified on the proxies. If no
vote is specified, and the proxy does not show that the stockholder
wants to abstain or for any other reason the shares are not to be
voted, proxies will be voted for the nominees for directorships named
above. Any stockholder who signs and returns a proxy may revoke it at
any time prior to the vote by notifying the Secretary in writing. A
vote in person at the meeting will revoke a proxy as to the matters
voted upon. However, the presence of a stockholder at the meeting will
not revoke a proxy as to matters on which the stockholder does not
vote in person.
The Board of Directors has no reason to believe that any nominee
for a directorship will be unable to serve if elected. If any nominee
should become unable to serve, proxies may be voted for the election
of another person designated by the Board of Directors.
The Board of Directors knows of no other matters which may be
presented for stockholder action at the meeting. If other matters do
properly come before the meeting, the persons named in the proxies
will have authority to vote in accordance with their judgment.
Stockholders of record at the close of business on March 25, 1996
will be entitled to vote at the meeting. At the close of business on
March 25, 1996, the Corporation had outstanding 5,230,412 shares of
Common Stock and 848,559 shares of Series B ESOP Convertible Preferred
Stock. The Common Stock and the Series B Stock are voted as a single
class. Each share of Common Stock and each share of Series B Stock
outstanding on March 25, 1996 is entitled to one vote.
In addition to the distribution of proxy material by mail,
directors, officers and employees of the Corporation and its
subsidiaries may solicit proxies by telephone or in person. The cost
of all such solicitations will be borne by the Corporation. The
Corporation will reimburse brokerage houses, custodians, nominees and
fiduciaries for expenses in forwarding solicitation material to
beneficial owners. The Corporation has retained D. F. King & Co. to
assist in the solicitation of proxies. The fee of that firm is
estimated not to exceed $9,000 plus out-of-pocket costs and expenses.
AS PER ATTY REQUEST - THIS SECTION WITH BLOCK PROTECT ON SO TO KEEP
PRINT ON THE SAME PAGE. (BUT DO NOT INSERT HARD PAGE CODE !!!!) NEXT
ANNUAL MEETING
Proposals of security holders intended to be presented at the
1997 annual meeting must be received by The Turner Corporation by
December 9, 1996 for inclusion in the proxy statement and form of
proxy relating to that meeting.
By Order of the Board of Directors
THE TURNER CORPORATION
SARA J. GOZO
Secretary
April 1 , 1996
THE TURNER CORPORATION WILL PROVIDE WITHOUT CHARGE A COPY OF ITS
ANNUAL REPORT ON FORM 10-K FOR 1995, EXCLUDING EXHIBITS, TO ANY PERSON
ENTITLED TO VOTE OR TO DIRECT A VOTE AT THE 1996 ANNUAL MEETING OF
STOCKHOLDERS UPON THE WRITTEN REQUEST OF ANY SUCH PERSON ADDRESSED TO
THE SECRETARY OF THE TURNER CORPORATION AT THE ADDRESS SPECIFIED ON
THE FIRST PAGE OF THIS PROXY STATEMENT.
April 1 , 1996
To Participants in the Employee Stock Ownership Plan:
As a participant in The Turner Corporation Employee Stock
Ownership Plan, you have the right to direct the Trustee of
the Plan, State Street Bank and Trust Company, as to the
manner in which to vote your shares at the Company's Annual
Stockholders Meeting on May 10, 1996. The instructions
given by you will be held by the Trustee in strict
confidence.
The enclosed Voting Instruction Card can be used to provide
your instructions to the Trustee. This Card only covers the
shares held in the Employee Stock Ownership Plan for which
you are entitled to give direction and is not linked to any
other shares of Company stock or related Proxy Cards
concerning the Annual Meeting which you may receive.
Your voting direction will apply to those shares allocated
to your account as well as to a proportionate number of the
shares in the plan not yet allocated to any participant. If
you own Turner Corporation Stock outside of the Employee
Stock Ownership Plan, you will receive proxy materials
covering these shares in a separate mailing.
Also enclosed is a Proxy Statement that explains the
items which will be voted on at the Company's Annual
Stockholders Meeting. Please return your completed and
signed Voting Instruction Card as quickly as possible, using
the envelope provided. Your vote is important and you are
encouraged to take advantage of this opportunity to direct
the voting of your shares.
Sara J.Gozo
Secretary
April 19, 1996
Dear Stockholder:
Our records indicate that we have not yet received your
proxy for the Annual Meeting to be held on May 10, 1996. A
proxy card was mailed to you on
April 1, 1996, together with a Notice of Annual Meeting,
Proxy Statement and Annual Report.
We believe it is important that your views be represented at
the meeting. We are, therefore, enclosing a duplicate proxy
and urge you to sign, date and return it today in the
enclosed return envelope.
If you have already forwarded your proxy card, we thank you
for your cooperation.
Yours very truly,
Sara J. Gozo
Secretary
SJG:dtl
PROXY
THE TURNER CORPORATION
Annual Meeting of Stockholders, May 10, 1996
The undersigned hereby appoints Alfred T. McNeill and Sara J. Gozo and each
of them, with full power of substitution, as attorneys and proxies for the
undersigned to appear at the Annual Meeting of Stockholders of the Turner
Corporation to be held on May 10, 1996 at 11:00 A.M. Eastern Daylight Saving
Time, and at any adjournments of that meeting, and at that meeting to act
for the undersigned and vote all shares of common stock of The Turner
Corporation held in the name of the undersigned, with all the powers the
undersigned would have if personally present as follows:
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to
vote in accordance with the board of Directods' recommendations. The Proxies
cannotvote your shares unless you sign and return this card.
P
R
O
X
Y
SEE REVERSE
SIDE
[X]
Please mark your votes as in this example.
If not otherwise specified, this proxy will be voted for the election of
the nominees named below. The Board of Directors recommends a vote FOR the
below matters.
1. Election of Directors.
FOR WITHHELD
To withhold authority to vote for an individual nominee, list that nominee's
name on the line below: (Nominees: Ellis T. Gravette Jr., Charles H. Moore Jr,
Gordon A. Walker)
2. In their discretion upon any other matter that may properly come before
the meeting.
Do you plan to attend the Annual Meeting?
YES NO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Please sign exactly as name appears at the left. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such.
SIGNATURE(S) DATE
THE TURNER CORPORATION
Voting Instructions Solicited on Behalf of the Board of Directors of the
Company for the Annual Meeting of Stockholders, May 10, 1996
To the trustees -- Employee Stock Ownership Plan of the Turner
Corporation.
The undersigned hereby directs State Street Bank and Trust Company, Trustee,
to vote as stated herein all shares allocated to the account of the
undersigned at the Annual Meeting of Stockholders to be held on May 10, 1996
at 11:00 A.M. Eastern Daylight Saving Time. as at any adjournments thereof,
upon the matters set forth in the notice of such meeting. The Trustee shall
vote as checked upon the following matters, more fully set forth in the
Proxy Statement, and otherwise in their discretion.
1. Election of Directors, Nominees: Ellis T. Gravette Jr.,Charles H. Moore Jr.,
Gordon A. Walker
You are encouraged to specify your choices by marking the appropriate boxes,
SEE REVERSE SIDE, but you need not mark any boxes if you wish to vote in
accordance with the Board of Directors' recommendations. Your instructions
cannot be accepted unless you sign and return this card.
SEE REVERSE SIDE
[X]
Please mark your votes as in this example.
If not otherwise specified, this Direction will be voted for the election
of the director nominees named below. The Board of Directors recommends a vote
FOR the below matters.
1. Election of Directors.
FOR WITHHELD
To withhold authority to vote for an individual nominee, list that nominee's
name on the line below:
(Nominees: Ellis T. Gravette Jr., Charles H. Moore Jr.Gordon A. Walker)
2. In their discretion upon any other matter that may properly come before
the meeting.
Do you plan to attend the Annual Meeting?
YES NO
THESE VOTING INSTRUCTIONS ARE SOLICITED BY THE TRUSTEE OF
THE EMPLOYEE STOCK OWNERSHIP PLAN
Please sign exactly as name appears at the left.
SIGNATURE(S) DATE
